This is one of those maddening discs that you expect to fail but find yourself listening to over and over until, like a fly between two windowpanes, it gets caught in your head.

To call it jazz-pop would be too easy, though I guess that's as good a starting point as any. The songs are all covers of classic rock artists; Pink Floyd, James Taylor, Sting, Chris Squire and Led Zeppelin compositions show up here.

But there's something different in the way multi-instrumentalist Jon Yates and singer Marriah Iobst interpret these tracks. The disc is hypnotic and dark, like any seductive jazz piece, befitting the title. In Iobst, Yates finds a singer who can croon a torch song while keeping with the meter of jazz; her voice neither drowns out the considerable musical happenings but is strong enough to act as an instrument of its own.

Together, the pair transform the Sonny Landreth slide blues piece "Congo Square" into a finger-snapping jazz piece, one that is both alluring and dangerous, like Steely Dan for the Humphrey Bogart crowd. Sting's introspective "Consider Me Gone" loses some pretension and adds some inviting harmony vocals in the chorus, keeping the spirit but adding an air of hope, particularly in the brief guitar solo and strident beat that breaks in near the end.

Steely Dan actually makes an appearance to close the disc with "Pretzel Logic." Yates has said the Dan are a major songwriting influence, and hearing that song coming after the rest solidifies that. Instead of forcing the point home, Yates and Iobst let the groove unfold in the songs and let the listener walk away with his or her own interpretation. Oddly enough, "Pretzel Logic" is probably the only song that is a bit awkward, juxtaposing the verses with harmony vocals in the chorus that are in a different key. It doesn't help that Yates' guitar solo is pretty much note for note to the original.

Still. The pair turns Pink Floyd's "San Tropez" into a more natural nightclub tune, conjuring an image of Marilyn Monroe singing to Clark Gable. "Reasons Why" and "Gaia" are both solid too, while "Sunshine, Sunshine" will make anyone think twice about James Taylor, such is the strength and folk feel of the tune. And it's pretty much impossible to mess up Zeppelin's "The Battle Of Evermore," but Yates ratchets his cover up a notch by playing down the Middle Eastern feel of the original while replacing the mandolin with an acoustic guitar and jazzing up the chords. Instead of dulling the song, this erotically charges it.

All of this builds up to "Lucky Seven," a seven-minute Chris Squire (of Yes) solo piece, written in 1975 and possessive of the Yes melodies and Squire's songwriting approach. Yes fans will eat it up, jazz fans will eat it up, and fans of female vocals will love how Iobst does a great Jon Anderson (yes, her voice is lower, ha ha, shut up). The piece works not in the vocals or mood but in how the piano and bass drive home the staccato melody with a sense of urgency, even underneath the sparse guitar solos and clarinet solo that closes the song on a disqueting note.

Neither pop nor jazz, neither torch songs nor classic rock, Shadows of the Fading Light is a compelling and unclassifiable listen that will remain part of your CD playlist, even if you don't really know why. Well worth the time.